JUDGMENT : 1. Arguments in this writ petition were concluded on 08.08.2022 and judgment was reserved to be pronounced by us on 10.08.2022. On 10.08.2022 before the judgment could be pronounced, a mention was made by the learned counsel for the petitioner in the morning session of the Court that the matter may be re-heard and accordingly an application for further hearing was moved. 2. On the said prayer made on behalf of the petitioner, further arguments were heard on 10.08.2022, on which date the following order was passed: “This matter was heard on 08.08.2022 and judgment was reserved. Judgment has been readied, however, before its pronouncement, in the first half of the day, learned counsel for the petitioner has made a request for re-hearing by moving an application. Accordingly, we have heard the learned counsel for the petitioner today again, however, he remains inconclusive. List/put up tomorrow i.e.11.08.2022. The draft judgment dated 10.08.2022 which was to be pronounced today, shall be kept on record. Interim protection granted earlier shall continue to operate till tomorrow.” 3. The matter was again heard on 11.08.2022. On both these dates i.e. 10.08.2022 and 11.08.2022, learned counsel for the petitioner as also the learned counsel representing LDA made their submissions. The judgment was reserved to be pronounced on 17.08.2022. 4. On 10.08.2022, when an application for rehearing of the writ petition was made by the learned counsel for the petitioner, we not only heard the learned counsel representing the respective parties but also provided that the matter to be listed on 11.08.2022 and further directed that the draft judgment dated 10.08.2022 shall be kept on record. The draft judgment, which was to be pronounced on 10.08.2022, shall form part of this judgment and the same is extracted herein-below: “1. By filing this petition, jurisdiction of this Court has been invoked under Article 226 of the Constitution of India assailing the validity of a show-cause notice dated 25.07.2022, issued by the Secretary of Lucknow Development Authority (hereinafter referred to as “LDA”) whereby the petitioner has been required to submit its explanation as to why the Concession Agreement entered into between the parties may not be cancelled and further as to why the Performance Security may not be forfeited. 2. Heard Dr. L.P. Misra and Shri Prafulla Tiwari, learned counsel for the petitioner and Shri Ratnesh Chandra, learned counsel representing the respondents. 3. 2. Heard Dr. L.P. Misra and Shri Prafulla Tiwari, learned counsel for the petitioner and Shri Ratnesh Chandra, learned counsel representing the respondents. 3. Opposing the maintainability of the writ petition, it has been submitted by Shri Ratnesh Chandra, learned counsel representing the respondents that petition has been filed challenging only a show-cause notice and since the petitioner has ample opportunity to submits its reply to the said show-cause notice and further that since no final decision in the matter has been taken, as such the petition at this premature stage may not be entertained. It has also been argued that the show-cause notice, which is under challenge herein, has been issued pursuant to a contract entered into between the parties, as such in a contractual matter interference of this Court in exercise of its jurisdiction under Article 226 of the Constitution of India is not warranted. 4. Learned counsel for the petitioner, however, has submitted that it is not that jurisdiction of this Court under Article 226 of the Constitution of India where a show-cause notice challenged is absolutely barred and that under certain circumstances writ petition can be entertained. It has been stated that if the show-cause notice is without jurisdiction or has been issued with premeditation or if only legal issue is to be decided, the writ petition can be entertained. In this regard, he has placed reliance on the judgments of Hon'ble Supreme Court in the case of Deputy Commissioner, Central Excise and Another vs. Sushil and Company, (2016) 13 SCC 223, Union of India and Another vs. Vicco Laboratories, (2007) 13 SCC 270 , Siemens Ltd. vs. State of Maharashtra and Others, (2006) 12 SCC 33 , Union of India and Another vs. Kunisetty Satyanarayana, (2006) 12 SCC 28 and State of U.P. and Another vs. Anil Kumar Ramesh Chandra Glass Works and Another, (2005) 11 SCC 451 . 5. On behalf of the petitioner, it has thus been urged that since the impugned show-cause notice has been issued in mala-fide exercise of power and is laced with premeditated mind to cancel the agreement, instant writ petition ought to be entertained. 5. On behalf of the petitioner, it has thus been urged that since the impugned show-cause notice has been issued in mala-fide exercise of power and is laced with premeditated mind to cancel the agreement, instant writ petition ought to be entertained. Shri Misra, learned counsel representing the petitioner has further argued that while issuing the impugned show-cause notice various clauses of Request for Proposal (RFP) and Instructions to Bidders have wrongly been interpreted and accordingly such a show-cause notice having been issued with premeditation deserves to be quashed. 6. Before considering the rival submissions made by the learned counsel representing the respective parties, certain facts need to be noted by the Court for appropriate adjudication of the issues raised before us. 7. A decision was taken by LDA to develop “Mohan Road Avasiya Yojna, Lucknow” through Public Private Partnership (PPP) Mode and accordingly notice of Invitation for Selection of Developer for Development, Marketing and Sale of Integrated Real Estate was published along with RFP which included instructions for Bidders. Pursuant to the said notice, the petitioner which is a limited company incorporated under the Companies Act, 1956 and is engaged in construction and infrastructure development related business, submitted its bid. The technical bids of the participating bidders were opened on 15.02.2019 and financial bid was opened on 28.02.2019. As per RFP, Letter of Award (LOA) was to be issued within ten days of opening of the financial bid and Concession Agreement was to be signed within 20 days of the issue of Letter of Award. 8. The petitioner having been declared to be successful bidder was issued LOA on 29.12.2021 whereby the petitioner was required to present the stamp papers etc. so that Concession Agreement may be executed within 20 days. On 06.01.2022 the Concession Agreement was executed between LDA and the petitioner. Thereafter in the month of March, 2022 the petitioner submitted a Detailed Project Report and lay out of the first phase of the Project to LDA. Possession of land of two villages where Project is to be executed has also been handed over to the petitioner on 22.04.2022. 9. Now the impugned show-cause notice has been issued requiring the petitioner to show-cause as to why the Concession Agreement may not be cancelled and the Performance Security money may be forfeited. 10. Possession of land of two villages where Project is to be executed has also been handed over to the petitioner on 22.04.2022. 9. Now the impugned show-cause notice has been issued requiring the petitioner to show-cause as to why the Concession Agreement may not be cancelled and the Performance Security money may be forfeited. 10. The reason for issuing the impugned show-cause notice which is reflected from a perusal of the same is that, according to LDA the petitioner had participated in the bid as a single entity and as per the RFP, it was required to form Special Purpose Vehicle (SPV) to be incorporated under the Indian Companies Act, 2013 to execute the Concession Agreement and implement the Project and that the petitioner did not form the SPV and executed the Concession Agreement itself which is in violation of the conditions of RFP and as such in terms of the provisions contained in clause 2.12.4 of RFP the Concession Agreement is liable to be terminated and LDA shall be entitled to forfeit the Performance Security. 11. Certain clauses of RFP, which are relevant for adjudication of the issues raised in this writ petition, are extracted herein-below: “Clause 2.2.1.1 - The Bidder for qualification and selection may be a single entity or a group of entities together with their Associates (the “Consortium”) coming together to implement the Project. However, no Bidder applying individually or as a Member of a Consortium, as the case may be, can be Member of another Bidder Consortium. The term Biddere used herein would apply to both a single entity and a Consortium.” Clause 2.2.1.2 - The Bidder may only be a private entity (required to be a company incorporated under the Companies Act, 1956/2013 or a consortium of companies which undertakes to incorporate a SPV), government-owned entity incorporated under the Indian Companies Act, 2013 or similar entity under applicable laws of foreign countries or any combination of them with a formal intent to enter into an agreement or under an existing agreement to form a Consortium. A consortium shall be eligible for consideration subject to the conditions set out in Clause 2.5.5 below. Clause 2.5.5 - Where the Bidder is a single entity, it may be required to form an appropriate special Purpose vehicle, incorporated under the Indian Companies act, 2013 (the “SPV”) to execute the Concession Agreement and implement the Project. A consortium shall be eligible for consideration subject to the conditions set out in Clause 2.5.5 below. Clause 2.5.5 - Where the Bidder is a single entity, it may be required to form an appropriate special Purpose vehicle, incorporated under the Indian Companies act, 2013 (the “SPV”) to execute the Concession Agreement and implement the Project. In case the Bidder is a Consortium, it shall, in addition to forming an SPV, comply with the following additional requirements: .............................. “Clause 2.12.4 - In case it is found during the evaluation or at any time before signing of the Concession Agreement or after its execution and during the period of subsistence thereof, including the Development Rights thereby grated by the Authority, that one or more of the qualification conditions have not been met by the Bidder, or the Bidder has made material misrepresentation or has given any materially incorrect or false information, the Bidder shall be disqualified forthwith if not yet appointed as the Developer either by issue of the LOA or entering into of the Concession Agreement, and if the Selected Bidder has already been issued the LOA or has entered into the Concession Agreement, as the case may be, the same shall, notwithstanding anything to the contrary contained therein or in this RFP, be liable to be terminated, by a communication in writing by the authority to the Selected Bidder or the Developer, as the case may be without the Authority being liable in any manner whatsoever to the Selected Bidder or. In such an event, the Authority shall be entitled to forfeit and appropriate the Bid security or Performance Security, as the case may be, as Damages, without prejudice to any other right or remedy that may be available to the Authority under the Bidding Documents and/or the Concession Agreement, or otherwise.” 12. Clauses “D” or “E” and “F” of the recital part of the Concession Agreement are also relevant, which are quoted hereunder: (D) The Selected Bidder/Consortium has since promoted and incorporated the Developer as a limited liability company under the Companies Act 2013 and has requested the Authority to accept the Developer as the entity which shall undertake and perform the obligations and exercise the rights of the selected Bidder/Consortium under the LOA, including the obligation to enter into this Agreement pursuant to the LOA for undertaking the Project. (E) By its letter dated 25 November 2021, the Developer has also joined in the said request of the Selected Bidder/consortium to the Authority to accept it as the entity which shall undertake and perform the obligations and exercise the rights of the Selected Bidder/Consortium including the obligation to enter into this Agreement pursuant to the LOA. The Developer has further represented to the effect that it has been promoted by the Selected Bidder/Consortium for the purposes hereof. (F) The Authority has accepted the said request of the Developer and has accordingly agreed to enter into this Agreement with the Developer for implementation of the Project, subject to and on the terms and conditions set forth hereinafter. 13. Definition of “Selected Bidder” and “Developer” as occurring in the Concession Agreement are also quoted hereunder: “Selected Bidder” shall have the meaning ascribed to it in Recital C. “Developer” shall have the meaning attributed thereto in the array of Parties. 14. Laying emphasis on clause 2.2.1.1 of RFP, it has been argued by the learned counsel for the petitioner that for qualification and selection in the bid process, a bidder may be a single entity or a group of entities together with their Associates (the “Consortium”). Our attention has also been drawn to clause 2.2.1.2 of RFP by the learned counsel for the petitioner by submitting that a private entity which was required to be a company incorporated under the Companies Act or a consortium of companies which undertakes to incorporate a SPV, could be bidders. 15. Much emphasis has been laid by the learned counsel for the petitioner on clause 2.5.5 of RFP and according to him where bidder is a single entity, it was not mandatory for such a single entity bidder to form SPV, however, where the bidder is a consortium it was mandatory to form SPV to execute Concession Agreement. It has been urged by the learned counsel for the petitioner that in clause 2.5.5 the occurrence of the words “may” and “shall” and the placement of these words are relevant to be noticed and accordingly if the natural meaning of these words are given at the place where these words occur in the said clause, what comes out is that in case of single entity bidder formation of SPV was not mandatory. However, in case the bidder was a consortium, then on account of the placement of the word “shall” in clause 2.5.5 it was mandatory to form SPV for executing Concession Agreement. 16. Apart from laying emphasis on the provisions contained in clause 2.5.5 of RFP, it has also been contended on behalf of the petitioner that at every stage of the tender process and even after acceptance of bid and issuance of LOA, the petitioner and authorities of LDA have been interacting with each other and before signing the Concession Agreement if in the opinion of LDA, SPV was needed to be formed even in case of single entity bidder, the petitioner could have been instructed by the LDA and the petitioner would have formed the SPV to execute the Concession Agreement in place of executing the Concession Agreement itself. In this view, submission is that the entire action on the part of the LDA which has precipitated in issuing the impugned show-cause notice is not only premeditated but is mala-fide as well. 17. It has been argued by the learned counsel for the petitioner on the strength of a judgment of Hon'ble Supreme Court in the case of Manmohan Nanda vs. United India Assurance Company Limited and Another, (2022) 4 SCC 272 that if any prescription in an instrument is open to two interpretations or meaning, the interpretation against the person issuing document on proforma is to be taken into account. On behalf of the petitioner, the judgment of Hon'ble Apex Court in the case of Wellington Associates Ltd. vs. Kirit Mehta, (2000) 4 SCC 272 has also been relied upon to submit that where a document uses “may” and “shall” to cover different situations, these words are to be accorded their natural meaning. 18. Per contra Shri Ratnesh Chandra, learned counsel representing the respondents has emphatically submitted that the writ petition is premature and is not maintainable not only because it only challenges a show-cause notice but also because it has arisen out of contractual relationship, not involving any public law element and as such interference by this Court under Article 226 of the Constitution of India has to be very limited. It has further been argued by the learned counsel representing the LDA that in terms of the provisions contained in clause 2.5.5 of RFP it was mandatory, both for the single bidder as also for consortium to form Special Purpose Vehicle to execute the Concession Agreement. He has also stated that as per the law laid down by Hon'ble Supreme Court in the case of AFCONS Infrastructure Limited vs. Nagpur Metro Rail Corporation Limited and Another, (2016) 16 SCC 818 , it is the employer of the Project having authored the tender document who is the best person to understand and appreciate its requirements and interpret its document. In this view, submission is that interpretation being sought to be given to clause 2.5.5 by the learned counsel for the petitioner is not tenable. 19. We have already noticed the rival submissions made by the learned counsel representing the respective parties and have also extracted the relevant provisions of RFP. Apart from the aforequoted provisions of RFP, clauses D, E and F of the recital part of the Concession Agreement also need to be noticed and taken note of. Clause D of the Concession Agreement recites that “the Selected Bidders/Consortium has since promoted and incorporated the Developer as a limited liability company under the Companies Act and has requested the Authority (LDA) to accept the Developer as the entity which shall perform the obligations of the selected Bidder/Consortium under the LOA.........” Clause E recites that “by letter dated 25 November 2021, the Developer has also joined the Authority (LDA) in the request of the Selected Bidder/Consortium to accept it (Developer) as the entity which shall undertake and perform the obligations and exercise rights of the Selected Bidder.” Clause F recites that “the Authority has accepted the request of the Developer and has accordingly agreed to enter into this agreement (Concession Agreement) with the Developer for implementation of the Project. It is also to be noticed that “Selected Bidder” and “Developer” are two separate entities in terms of the definitions of these two terms available in the Concession Agreement. 20. Clause 2.12.4 of RFP permits (i) disqualification of bidder before the bidder is appointed as Developer either by issuing LOA or by entering into Concession Agreement and (ii) termination of Concession Agreement if the Selected Bidder has been issued LOA or has entered into the Concession Agreement. 20. Clause 2.12.4 of RFP permits (i) disqualification of bidder before the bidder is appointed as Developer either by issuing LOA or by entering into Concession Agreement and (ii) termination of Concession Agreement if the Selected Bidder has been issued LOA or has entered into the Concession Agreement. The grounds for disqualifying as bidder and terminating Concession Agreement are misrepresentation or furnishing any materially incorrect or false information. Another ground available for disqualifying the bidder is a situation where one or more qualification conditions have not been met by the bidder. 21. In the instant case, what appears from the submissions made on behalf of the respective parties and on perusal of the records available before us is that the petitioner had participated in the bid process as a single entity and admittedly it had not formed the Special Purpose Vehicle. Whether it was mandatory for a single entity bidder, as per the provisions of RFP to form SPV, is an issue which emerges in this case. Another issue is as to why recitals in clauses, D, E and F of the Concession Agreement have been made which suggest that the bidder has since promoted and incorporated the Developer though no incorporation of SPV in this case has been made by the bidder (petitioner). 22. The aforesaid issues though arise in the matter, however, there is no decision as yet on these issues and the LDA has issued a show-cause notice only on a prima facie opinion requiring the petitioner to submit its explanation. We find it appropriate to observe that the relationship between the petitioner and LDA in this case is primarily contractual. If the impugned notice has been issued by the Secretary of Lucknow Development Authority on noticing alleged flaws and non-fulfillment of conditions of RFP to the petitioner for submitting its reply and stating its case, we do not find any illegality in such a notice. It is not that the impugned notice does not disclose the grounds on the basis of which the LDA proposes to proceed against the petitioner. From the material available on record including the contents of notice, at this stage we are unable to agree with the submissions of the learned counsel for the petitioner that the notice is premeditated or has been issued with malice. 23. From the material available on record including the contents of notice, at this stage we are unable to agree with the submissions of the learned counsel for the petitioner that the notice is premeditated or has been issued with malice. 23. We may also observe that merely because the impugned show-cause notice recites certain facts including the perception of LDA about the interpretation of certain clauses of RFP and Concession Agreement, it cannot be said that the entire issue has been pre-judged by LDA and notice is premeditated for the reason that the contents of the notice are based only on prima facie opinion. 24. The petitioner will have the amplest opportunity to put forth its case and make its submission in reply to the show-cause notice and accordingly we do not find it appropriate to interfere in this petition for the reason that, in our considered opinion, no interference is warranted. The writ petition is, thus, dismissed. 25. However, we provide fifteen days further time from today to the petitioner to submit its reply to the impugned show-cause notice. It will be open to the petitioner to take all the pleas which may be available to it under law and to enclose all the documents on which it intends to rely. We specifically direct that once reply to the impugned show-cause notice is furnished by the petitioner, appropriate authority of the Lucknow Development Authority shall provide opportunity of personal hearing to the authorized representative of the petitioner before taking final decision in the matter. 26. There will be no order as to costs.” 5. Most of the further submissions made by the learned counsel for the parties on 10.08.2022 and 11.08.2022 was reiteration of the arguments made earlier which have already been considered in the aforementioned draft judgment and the same, as observed above, forms part of this judgment. 6. Dr. L.P. Misra, learned counsel representing the petitioner has submitted that the impugned show-cause notice has been issued by the Secretary of Lucknow Development Authority whereas the contract was entered into between the petitioner and the “Authority” created under section 4 of Uttar Pradesh Urban and Planning Development Act, 1973 (hereinafter referred to as “the Act, 1973”) and as such the impugned notice is without jurisdiction. It has further been argued that the impugned show-cause notice has travelled beyond the contract. It has further been argued that the impugned show-cause notice has travelled beyond the contract. Shri Misra has reiterated that in terms of various clauses of RFP, there could be two separate entities, which were entitled to participate in the bid process, namely, (i) individual entity and (ii) consortium and that the provisions of RFP for issuing the impugned show-cause notice relate to consortium and not to an individual entity. Shri Misra also reiterated the arguments raised earlier that the impugned show-cause notice can always be challenged by filing the writ petition if it is without jurisdiction or has been issued arbitrarily or is based on non-existent and baseless allegations. All other arguments raised on behalf of the petitioner have already been dealt with in our draft judgment dated 10.08.2022 which forms part of this judgment except the ground taken by the petitioner that the impugned show-cause notice is without jurisdiction. 7. It has been stated that “Development Authority” is a body corporate in terms of the provisions contained in section 4 of the Act, 1973 which comprises of various officials, including a Chairman and Vice-Chairman to be appointed by the State Government and accordingly the notice ought to have been issued by the said body corporate or by its approval. It is, thus, stated that it is not the “Development Authority” which has issued the show-cause notice; rather the Secretary of Lucknow Development Authority, who has issued the notice, which renders it to be without jurisdiction. 8. The aforesaid submission advanced by the learned counsel for the petitioner is not tenable for the reason that authority of the Secretary, Lucknow Development Authority to issue the show-cause notice is traceable to the provisions contained in Regulation 2 (8) of “The Lucknow Development Authority (Powers and Duties of the Secretary and Chief Accounts Officer) Regulations, 1983.” The said Regulations are statutory in nature having been framed by the LDA in terms of the power vested in it under section 56 read with section 5 of the Act, 1973. Section 5 is quoted hereunder: “5. Staff of the Authority: (1) The State Government may appoint two suitable persons respectively as the Secretary and the Chief Accounts Officer of the Authority who shall exercise such powers and perform such duties as may be prescribed by regulations or delegated to them by the Authority or its Vice-Chairman. Section 5 is quoted hereunder: “5. Staff of the Authority: (1) The State Government may appoint two suitable persons respectively as the Secretary and the Chief Accounts Officer of the Authority who shall exercise such powers and perform such duties as may be prescribed by regulations or delegated to them by the Authority or its Vice-Chairman. (2) Subject to such control and restrictions as may be determined by general or special order of the State Government, the Authority may appoint such number of other officer and employees as may be necessary for the efficient performance of its functions and may determine their designations and grades. (3) The Secretary, the Chief Accounts Officer and other Officers and employees of the Authority shall be entitled to receive from the funds of the Authority such salaries and allowances and shall be governed by such other conditions of service as may be determined by regulations made in that behalf.” 9. From a perusal of the aforequoted section 5 of the Act, 1973, it is clear that the Secretary of the Development Authority is to be appointed by the State Government who shall exercise such powers and perform such duties as may be (i) prescribed by Regulations, or (ii) delegated to him by the Authority or its Vice-Chairman. Section 56 of the Act, 1973 vests power in an Authority to make regulations for administration of affairs of the Authority which includes regulations regarding the powers and duties of the Secretary and Chief Accounts Officer of the Authority. Relevant portion of section 56 of the Act, 1973 is quoted hereunder: “56. Power to make regulations: (1) An Authority may, with the previous approval of the State Government, make regulations not inconsistent with this Act and the rule made there under for the administration of the affairs of the Authority. (2) In particular, and without prejudice to the generality of the foregoing power, such regulations may provide for all or any of the following matters, namely: (a)........................ (b) the powers and duties of the Secretary and Chief Accounts Officer of the Authority. (c)........................ (d)........................ (e)........................ (f)........................ (g)........................ (h)........................ (i)........................ (3) ........................” 10. Regulation 2(8) of the Regulations 1983 is quoted hereunder: “2. The Secretary of the Authority shall, subject to the provisions of the Act and the rules framed thereunder, exercise the powers and perform the duties prescribed hereunder: (1)........................ (2)........................ (3)........................ (4)........................ (5)........................ (6)........................ (7)........................ (c)........................ (d)........................ (e)........................ (f)........................ (g)........................ (h)........................ (i)........................ (3) ........................” 10. Regulation 2(8) of the Regulations 1983 is quoted hereunder: “2. The Secretary of the Authority shall, subject to the provisions of the Act and the rules framed thereunder, exercise the powers and perform the duties prescribed hereunder: (1)........................ (2)........................ (3)........................ (4)........................ (5)........................ (6)........................ (7)........................ (8) Subject to the decision of the Authority, the Chairman and the Vice-Chairman, general administration, supervision and overall control over the administrative and developmental activities and personnel administration of the Authority.” 11. Accordingly, Regulation 2(8) of the aforequoted Regulations, which as observed above, are statutory in nature provides that the Secretary of “Development Authority” shall exercise powers and perform duties in relation to general administration, supervision and overall control over the administrative and developmental activities. 12. The Concession Agreement in the instant case was entered into between the parties in relation to developing the township which, in our considered opinion, will be covered within the meaning of developmental activities undertaken by the LDA and as such the Secretary does have the power and he is possessed with necessary authority to issue the show-cause notice in relation to developmental activities as he exercises not only general administration and supervision but overall control over the developmental activities as well. This exercise of power, however, is subject only to decision of the Authority or that of the Chairman and the Vice-Chairman. In view of the provisions contained in Regulation 2(8) of the Regulations, 1983, we do not have any ambiguity in our mind that the impugned show-cause notice cannot be termed to be without jurisdiction. 13. For the reasons aforesaid and also for the reasons indicated in the draft judgment dated 10.08.2022 which is part of this judgment as well, we are not inclined to interfere in this writ petition which is hereby dismissed. 14. However, we provide fifteen days further time to the petitioner to submit its reply to the impugned show-cause notice and make it open to the petitioner to take all the pleas which may be available to it under law and to furnish all such documents on which it intends to rely. 15. It is further directed that once reply is received within the time being stipulated herein, the appropriate authority of Lucknow Development Authority shall provide opportunity of personal hearing to the authorized representative of the petitioner before taking final decision in the matter. 15. It is further directed that once reply is received within the time being stipulated herein, the appropriate authority of Lucknow Development Authority shall provide opportunity of personal hearing to the authorized representative of the petitioner before taking final decision in the matter. 16. Parties to bear their own costs.